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Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of a Prospectus and has been
prepared in accordance with the the Securities and
Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008), as amended in 2012
Dated: March 26, 2013
Serial No. [•]
RELIGARE ENTERPRISES LIMITED
Incorporated as a private limited company under the Companies Act, 1956 by the name of Vajreshwari Cosmetics Private limited on January 30, 1984. Subsequently changed its name to Religare
Enterprises Private Limited and obtained a fresh certificate of incorporation on January 31, 2006. Subsequently it converted into a public limited company and changed its name into Religare Enterprises
Limited and obtained a fresh certificate of incorporation on August 11, 2006.
Registered Office: D3, P3B, District Centre, Saket, New Delhi - 110017
Tel. No.: 91-11-3912-5000; Fax: :+91 - 11- 39126117; Website: www.religare.com
Information Memorandum (“IM”) for issue of Rated, Secured Redeemable Non-Convertible Debentures of a face value of Rs. 10,00,000 each, with marketable lot of one debenture for cash
aggregating up to Rs. 300 crores including Rs. 150 crores of Green Shoe Option on a private placement basis (the “Issue”)
GENERAL RISKS
Investment in debt and debt related securities involve a degree of risk and investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached to such
investments. Investors are advised to take informed decision before taking an investment decision in this offering. For taking an investment decision the investor must rely on their examination of
the offer and the offer including the risks involved. The Issue of Debentures has not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee
the accuracy or adequacy of this document.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms, that the information contained in this Information Memorandum contains all the information with regard
to the Issuer and the Issue which is material in the context of the issue and that the information contained in this Information Memorandum is true and correct in all material respects and is not
misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information
Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
CREDIT RATING
‘IND AA- Outlook Negative‘ by India Ratings & Research Private Limited, a FITCH group company (pronounced as “AA-”) rating to these Debentures. This rating offers high degree of safety
regarding timely servicing of Financial Obligations
The rating is not a recommendation to buy, sell or hold the rated debt and investors should take their own decision. India Ratings does not assume any responsibility on its part for any liability that
may arise consequent to the issuer not complying with any eligibility criteria from time to time for issuance of short term debt. The rating may be subject to suspension, revision or withdrawal at
any time by the assigning rating agency. The rating agencies have a right to revise, suspend or withdraw the rating at any time on the basis of new information or unavailability of information or
such circumstances which the Credit Rating Agency believes may have an impact on its rating. For further details including in respect of the rationale for the credit rating, please refer to respective
Rating Rationale.
LISTING
The Debentures are proposed to be listed on the Whole Sale Debt Market Segment (“WDM Segment”) of BSE. The BSE has pursuant to its letter dated March 21, 2013, given its in-principle
approval to list the Debentures
ISSUE PROGRAMME
ISSUE OPENING DATE ISSUE CLOSING DATE
March 28, 2013* March28 2013*
* The Issuer reserves the right to change the Issue time table including the Deemed Date of Allotment (as defined hereinafter) at its sole discretion, without giving any reasons or prior notice. The
Issue will be open for subscription at the commencement of banking hours and close at the closure of the banking hours
DEBENTURE TRUSTEE REGISTRAR TO ISSUE
AXIS TRUSTEE SERVICES LIMITED
AXIS TRUSTEE SERVICES LIMITED
2nd Floor - E, Axis House, Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli,
Mumbai – 400025
Tel: : 022-24252525
KARVY COMPUTERSHARE PRIVATE LIMITED
Plot no. 17 -24 Vithal Rao Nagar, Madhapur,
Hyderabad - 500 081
Tel: +91 040 44655141
Fax: +91 40 23420814
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of a Prospectus and has been
prepared in accordance with the the Securities and
Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008), as amended in 2012
Dated: March 26, 2013
Serial No. [•]
TABLE OF CONTENTS
DEFINITIONS AND ABBREVIATIONS ............................................................................................................................................................................... 1
DISCLAIMERS.................................................................................................................................................................................................................. 5
ISSUER PROFILE .............................................................................................................................................................................................................. 1
A. OVERVIEW OF THE COMPANY ........................................................................................................................................................................... 1
B. OFFERING INFORMATION- REGULATORY DISCLOSURES ................................................................................................................................... 2
C. OTHER INFORMATION AND ISSUE PROCEDURE .............................................................................................................................................. 24
DECLARATION .............................................................................................................................................................................................................. 33
ANNEXURE 1: TERMSHEET ........................................................................................................................................................................................... 34
ANNEXURE 2: CREDIT RATING LETTER FROM INDIA RATINGS & RESEARCH PRIVATE LIMITED ................................................................................. 46
ANNEXURE 3: CONSENT LETTER FROM DEBENTURE TRUSTEE ................................................................................................................................... 47
ANNEXURE 4: APPLICATION FORM ............................................................................................................................................................................. 48
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of a Prospectus and has been
prepared in accordance with the the Securities and
Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008) as amended in 2012
Dated: March 26, 2013
Serial No. [•]
1
DEFINITIONS AND ABBREVIATIONS
Act The Companies Act, 1956 (as amended, modified and/or supplemented from
time to time)
Application Form The form used by an Investor to apply for subscription to the Debentures offered
through this Issue and set out in Annexure 4 hereto
Applicable Law Any statute, national, state, provincial, local, municipal, foreign, international,
multinational or other law, treaty, code, regulation, ordinance, rule, judgment,
order, decree, bye-law, approval of any Governmental Authority, directive,
guideline, policy, requirement or other governmental restriction or any similar
form of decision of or determination by, or any interpretation or administration
having the force of law of any of the foregoing by any Governmental Authority
having jurisdiction over the matter in question, whether in effect as of the date
of this Information Memorandum or at any time thereafter and includes the CIC
Regulations and all circulars and guidelines issued by the Reserve Bank of India
for regulation of non banking financial companies
Approved Instructions The written instructions of the Majority Debenture Holders
Allot/Allotment/Allotted Unless the context otherwise requires or implies, the allotment of the
Debentures pursuant to the Issue
Board Board of Directors of the Issuer or any committee formed by the Board of
Directors
BSE BSE Limited
Business Days
A day (other than Sunday or a bank holiday) on which banks and stock exchanges
are open for general business in Mumbai and New Delhi and in relation to any
payment in any other city, such other city.
CDSL Central Depository Services (India) Limited
Company /Issuer/Religare
Religare Enterprises Limited, a company incorporated under the Companies Act,
1956 and having its registered office at D3, P3B, District Centre, Saket, New Delhi
– 110017
Credit Rating Agency(ies) Any credit rating agency, approved by SEBI; for this Issue India Ratings &
Research Private Limited is the credit rating agency
Crore (s) 1 crore = 10 million
Date of Allotment The date on which Allotment for the Issue is made
Debentures/NCDs
Rated, secured, redeemable, non-convertible Debenture(s) of face value of Rs.
10,00,000, each aggregating up to Rs. 300,00,00,000 (Rupees Three hundred
Crores only) including a a green-shoe option of Rs. 150,00,00,000 (Rupees One
hundred and fifty Crores only) ( issued by the Issuer pursuant to the terms and
conditions set out in this Information Memorandum and the Debenture Trust
Deed
Debenture Holder(s)
The several persons who are, for the time being, holders of the Debentures and
who are identified in the Register of Debenture Holder(s) as holders of the
respective Debentures for the time being
Debenture Holder Account (s)
The bank account of Debenture Holder linked to the demat account where their
respective Debentures will be held, in which all Interest, Redemption Amount(s),
Early Redemption Amount, as the case may be, shall be deposited in accordance
with the provisions contained in this Information Memorandum and the
Transaction Documents
Debenture Trustee The Trustee for the Debenture Holder(s), in this case being Axis Trustee Services
Limited
Debenture Trustee Agreement The debenture trustee agreement to be ntered into between the Company and
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of a Prospectus and has been
prepared in accordance with the the Securities and
Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008) as amended in 2012
Dated: March 26, 2013
Serial No. [•]
2
the Debenture Trustee for the appointment of the Debenture Trustee as a
trustee for the Debenture Holders
Debenture Trust Deed The debenture trust deed to be executed between the Debenture Trustee and
the Issuer in relation to the Issue
Deemed Date of Allotment March 28, 2013
Depository(ies) National Securities Depository Limited (NSDL) / Central Depository Services
(India) Limited (CDSL)
Event of Default As detailed in the Summary Term Sheet in Annexure I
Final Redemption Date
Shall mean March 28, 2018 on which date all outstanding Debentures shall be
mandatorily redeemed in full and the entire amount outstanding on the
Debentures along with the Interest accrued is to be paid in full by the Company
to the Debenture Holders in accordance with the financial covenants and
conditions.
Governmental Authority Any:
(a) government (central, federal, state or otherwise) or sovereign state;
(b) any governmental agency, semi-governmental or judicial or quasi-judicial or
administrative entity, department or authority, or any political subdivision
thereof;
(c) international organization, agency or authority, including, without limitation,
any stock exchange or any self-regulatory organization, established under
any Applicable Law
I.T. Act The Income-tax Act, 1961 as amended from time to time
Information Memorandum This Information Memorandum dated March 26, 2013, pursuant to which the
Debentures are being offered for private placement
Investor Any person who subscribe to this Issue
Interest NIL
Yield on Debentures
The yield on the Debentures at the rate of 14% per annum in accordance with
the terms set out in the Debenture Trust Deed and the Information
Memorandum.
ISIN International Securities Identification Number
Issue
Issue of rated, redeemable, secured, and non-convertible debentures at a face
value of Rs. 10,00,000 each, with marketable lot of one debenture for cash
aggregating up to Rs. 300,00,00,000 (Rupees Three hundred Crores only)
including a a green-shoe option of Rs. 150,00,00,000 (Rupees One hundred and
fifty Crores only) on a private placement basis
Issue Opening Date March 28, 2013
Issue Closing Date March 28, 2013
Majority Debenture Holders Such number of Debenture Holder (s) holding more than 50% of the nominal
value of the Debentures then outstanding
Mutual Fund A mutual fund registered with SEBI under the Securities and Exchange Board of
India (Mutual Funds) Regulations, 1996
NSDL National Securities Depository Limited
NRI
A person resident outside India, who is a citizen of India or a person of Indian
origin and shall have the same meaning as ascribed to such term in the Foreign
Exchange Management Act, 1999 and regulations thereunder
Payment Date A Redemption Date or a Coupon Payment Date
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of a Prospectus and has been
prepared in accordance with the the Securities and
Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008) as amended in 2012
Dated: March 26, 2013
Serial No. [•]
3
Person
(a) individual, sole proprietorship, firm, partnership, limited liability partnership,
trust, joint venture, company, corporation, body corporate, unincorporated
body, association (whether or not in each case having separate legal
personality);
(b) that Person’s successors in title, executors, and permitted transferees and
permitted assignees; and
(c) references to a Person’s representatives shall be to its officers, employees,
legal or other professional advisers, sub-contractors, agents, attorneys and
other duly authorized representatives.
Record Date
The record date for payment of interest or repayment of principal shall be 15
calendar days prior to the date on which interest is due and payable on the
Debentures, or the date (s) of redemption of such Debentures
Redemption Amount Shall have the same meaning as defined in Annexure- I “Summary Term Sheet” of
this Information Memorandum
Redemption Date Shall have the same meaning as defined in Annexure- I “Summary Term Sheet” of
this Information Memorandum
Registrar/Registrar to the Issue Karvy Computershare Private Limited
Register of Debenture Holders
The register maintained by the Issuer containing the name of Debenture Holder
(s) entitled to receive interest in respect of the Debentures on the Record Date,
which shall be maintained at the registered office
RGAM
means RGAM Corporation Private Limited, a company incorporated under the
Companies Act, 1956 with corporate identity number U67120TN2004PTC053155
and having its registered office at 4th Floor, City Tower, No. 117, Theagaraya
Road, T. Nagar, Chennai,Tamil Nadu, India – 600017.
RGAM Share Pledge
A first ranking pledge on exclusive basis over 3,11,50,000 equity shares of
RGAM which are held by the Issuer in favour of the Debenture Trustee for the
benefit of the Secured Parties pursuant to the RGAM Share Pledge Agreement
RGAM Share Pledge Agreement
Means the unattested share pledge agreement to be executed between the
Issuer as pledge and the Debenture Trustee in relation to the RGAM Share
Pledge.
ROC Registrar of Companies, NCT of Delhi & Haryana
RTGS Real Time Gross Settlement
RBI Reserve Bank of India
Scheduled Bank Shall mean a bank which has been included in the Second Schedule of Reserve
Bank of India Act, 1934
SEBI Securities and Exchange Board of India constituted under the Securities and
Exchange Board of India Act, 1992 (as amended from time to time)
SEBI Regulations
The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008, Securities and Exchange Board of India (Issue and Listing of
Debt Securities) (Amendment) Regulations, 2012, as amended from time to time
Secured Parties The Debenture Trustee and the Debenture Holders
Stock Exchange BSE
Subsidiary
An entity of which a person has direct or indirect control or owns directly or
indirectly more than 50% (fifty per cent) of the voting capital or similar right of
ownership and control for this purpose means the power to direct the
management and the policies of the entity whether through the ownership of
voting capital, by contract or otherwise
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of a Prospectus and has been
prepared in accordance with the the Securities and
Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008) as amended in 2012
Dated: March 26, 2013
Serial No. [•]
4
Transaction Documents As has been detailed in Annexure I- “Summary Term Sheet”.
Any capitalised terms used in the Information Memorandum and not defined in this section shall have the respective
meanings assigned to them under the remaining section hereunder.
1 Words denoting singular only shall include plural and vice-versa.
2 Words denoting one gender only shall include the other gender.
3 All references in these presents to any provision of any statute shall be deemed also to refer to the statute,
modification or re-enactment thereof or any statutory rule, order or regulation made thereunder or under such
re-enactment.
4 The headings in these section are inserted for convenience only and shall be ignored in construing and
interpreting the section
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of a Prospectus and has been
prepared in accordance with the the Securities and
Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008) as amended in 2012
Dated: March 26, 2013
Serial No. [•]
5
DISCLAIMERS
ISSUER’S DISCLAIMER
This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus under the Act. The
Issue of Debentures to be listed on the WDM segment of the BSE is being made strictly on a private placement basis.
It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures
to the public in general.
This Information Memorandum has been prepared in conformity with the SEBI Regulations.
This Information Memorandum has been prepared solely to provide general information about the Issuer to eligible
investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Information
Memorandum does not purport to contain all the information that any eligible investor may require. Further, this
Information Memorandum has been prepared for informational purposes relating to this transaction only and upon
the express understanding that it will be used only for the purposes set forth herein.
Apart from this Information Memorandum, no offer document or prospectus has been prepared in connection with
this Issue or in relation to the Issuer nor is such offer document or prospectus required to be registered under
applicable laws or regulations.
The Issuer confirms that, as of the date hereof, this Information Memorandum (including the documents
incorporated by reference herein, if any) contains all information that is material in the context of the Issue and issue
of the Debentures, is accurate in all material respects and does not contain any untrue statement of a material fact or
omit to state any material fact necessary to make the statements herein, in the light of the circumstances under
which they are made and are not misleading. No person has been authorized to give any information or to make any
representation not contained or incorporated by reference in this Information Memorandum or in any material made
available by the Issuer to any potential Investor pursuant hereto and, if given or made, such information or
representation must not be relied upon as having been authorized by the Issuer.
This Information Memorandum and the contents hereof are restricted only for the intended recipient(s) who have
been addressed directly and specifically through a communication by the Issuer and only such recipients are
eligible to apply for the Debentures. All Investors are required to comply with the relevant regulations/guidelines
applicable to them for investing in this Issue. The contents of this Information Memorandum are intended to be
used only by those Investors to whom it is distributed. It is not intended for distribution to any other person and
should not be reproduced by the recipient.
No invitation is being made to any persons other than those to whom application forms along with this Information
Memorandum being issued have been sent. Any application by a person to whom the Information Memorandum has
not been sent by the Issuer shall be rejected without assigning any reason.
The person who is in receipt of this Information Memorandum shall not reproduce or distribute in whole or part or
make any announcement in public or to a third party regarding the contents without the consent of the Issuer. The
recipient agrees to keep confidential all of such information provided (or made available hereafter), including,
without limitation, the existence and terms of such transaction, any specific pricing information related to the
transaction or the amount or terms of any fees payable to us or other parties in connection with such transaction.
This Information Memorandum may not be photocopied, reproduced, or distributed to others at any time without
the prior written consent of the Issuer.
The Issuer does not undertake to update the Information Memorandum to reflect subsequent events after the date
of the Information Memorandum and thus it should not be relied upon with respect to such subsequent events
without first confirming its accuracy with the Issuer.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of a Prospectus and has been
prepared in accordance with the the Securities and
Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008) as amended in 2012
Dated: March 26, 2013
Serial No. [•]
6
Neither the delivery of this Information Memorandum nor any sale of Debentures made hereunder shall, under any
circumstances, constitute a representation or create any implication that there has been no change in the affairs of
the Issuer since the date hereof.
This Information Memorandum does not constitute, nor may it be used for or in connection with, an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to
whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the
Debentures or the distribution of this Information Memorandum in any jurisdiction where such action is required.
Persons into whose possession this Information Memorandum comes are required to inform themselves about and
to observe any such restrictions. The Information Memorandum is made available to Investors in the Issue on the
strict understanding that it is confidential.
DISCLAIMER CLAUSE OF THE STOCK EXCHANGE
As required, a copy of this Information Memorandum has been filed with the BSE in terms of the SEBI Regulations.
It is to be distinctly understood that submission of this Information Memorandum to the BSE should not in any way
be deemed or construed to mean that this Information Memorandum has been reviewed, cleared or approved by the
BSE; nor does the BSE in any manner warrant, certify or endorse the correctness or completeness of any of the
contents of this Information Memorandum, nor does the BSE warrant that the Issuer’s Debentures will be listed or
will continue to be listed on the BSE; nor does the BSE take any responsibility for the soundness of the financial and
other conditions of the Issuer, its promoter, its management or any scheme or project of the Issuer.
As per the provisions of the SEBI Regulations, a copy of this Information Memorandum has not been filed with or
submitted to the SEBI, however SEBI reserves the right to take up at any point of time, with the Issuer, any
irregularities or lapses in this document. It is to be distinctly understood that this Information Memorandum should
not in any way be deemed or construed to have been approved or vetted by SEBI. SEBI does not take any
responsibility either for the financial soundness of any proposal for which the Debentures issued thereof is proposed
to be made or for the correctness of the statements made or opinions expressed in this Information Memorandum.
Cautionary Note
This Information Memorandum is not intended to provide the sole basis of any credit decision or other evaluation
and should not be considered as a recommendation that any recipients of this Information Memorandum should
invest in the Debentures proposed to be issued by the Issuer. Each eligible Investor should make its own independent
assessment of the investment merit of the Debentures and the Issuer. Eligible Investors should consult their own
financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an
investment in the Debentures and should possess the appropriate resources to analyze such investment and the
suitability of such investment to such investor’s particular circumstance. This Information Memorandum is made
available to eligible investors on the strict understanding that it is confidential. Recipients shall not be entitled to use
any of the information otherwise than for the purpose of deciding whether or not to invest in the Debentures.
No person including any employee of the Issuer has been authorized to give any information or to make any
representation not contained in this Information Memorandum. Any information or representation not contained
herein must not be relied upon as having being authorized by or on behalf of the Issuer. Neither the delivery of this
Information Memorandum at any time nor any statement made in connection with the offering of the Debentures
shall under the circumstances imply that any information/representation contained herein is correct at any time
subsequent to the date of this Information Memorandum. The distribution of this Information Memorandum or the
Application Forms and the offer, sale, pledge or disposal of the Debentures may be restricted by law in certain
jurisdictions. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to the
Debentures in any jurisdiction to any person to whom it is unlawful to make such offer or invitation in such
jurisdiction. Persons into whose possession this Information Memorandum comes are required by the Issuer to
inform themselves about and observe any such restrictions. The sale or transfer of these Debentures outside India
may require regulatory approvals in India, including without limitation, the approval of the RBI.
ISSUER PROFILE
Name: Religare Enterprises Limited
Registered and Corporate Office:
D3, P3B, District Centre, Saket,
New Delhi - 110017
Corporate Identification number: L74899DL1984PLC146935
Phone No.: +91 11-3912-5000
Fax No.: :+91- 11- 39126117
Compliance Officer:
Chief Financial Officer:
Mr. Sudhakar Shetty
Mr. Anil Saxena
Email:
Auditors:
M/s Price Waterhouse, Chartered Accountants.
Debenture Trustee:
Axis Trustee Services Limited
Registrar to the Issue:
Karvy Computershare Private Limited
Plot no. 17 -24 Vithal Rao Nagar,
Madhapur,
Hyderabad 500 081
Credit Rating Agency:
India Ratings & Research Private Limited
A BUSINESS OVERVIEW
Religare Enterprises Limited is a financial services holding company with a portfolio of operating subsidiaries
and joint ventures that are based in India and have a strategic presence in select emerging markets overseas.
As of September 30, 2012, our portfolio companies had a presence in over 1,900 locations across India and
service more than 1.2 million customers. Through our portfolio companies, we offer customer-centric
financial products and services and have a presence across multiple customer segments including mass
market, mass affluent, high networth individuals (“HNI”), small and medium enterprises (“SME”) and mid-
and large-corporate clients and institutional clients. In the year 2001, the current management took charge of
our business and in less than ten years, we expanded our business which was primarily focused on equity
broking into a diversified financial services conglomerate.
Our Promoters, Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh and their family, have a
collective track record of three generations of entrepreneurship and value creation in sectors such as
pharmaceuticals, healthcare delivery (including diagnostics) and financial services. The financial services
sector is one of the two focus areas of our Promoters.
Managerial Organizational Structure
Our portfolio companies operate the following major businesses:
(a) SME Lending: Our lending business operates through Religare Finvest Limited (“RFL”), our non-banking
financial company subsidiary and focusses on the lucrative yet underserved SME sector.
Indian JVs
Group Executives
Board of Directors
International
India n Subs
( MD & CEO)
Religare Finvest
( CEO)
Religare Asset Management
(MD & CEO
, AEGON Religare Life Insurance )
Life Insurance
Wealth Management
( Global Head, Investment Banking)
Capital Markets
(Head, Religare Global Asset Management)
Global Asset Management
Strategy & IR
(Group Chief Operating Officer
and Head of Strategy)
HR
(Chief People Officer)
( General Counsel)
(CEO, Religare Macquarie Wealth Management )
Directors
Sunil Godhwani (Chairman &
Managing Director)
Virendra kumar
Madan
(Director)
Monish Kant
Dutt (Nominee
Director
of IFC )
Ravi Umesh
Mehrotra
(Director)
Harpal Singh
(Director)
Padam Bahl
(Independent Director)
J W Balani
(Independent
Director)
Sunita Naidoo
(Independent Director)
Deepak Ramchand
Sabnani
(Independent Di rector)
(MD & CEO)
Religare Health Insurance
Avinash Chander
Mahajan (Independent Director )
Religare Securities
Group Counsel
Chief Executive Officer
(Group CEO)
Finance
(Group CFO)
(MD & CEO)
(Head of Equity Sales, Asia )
(b) Retail Broking: We provide retail customers with broking services in equities, commodities and currencies
through our subsidiary, Religare Securities Limited (“RSL”) and its subsidiary, Religare Commodities
Limited (“RCL”). RSL also provides depository services and other services ancillary to its main broking
business, and distributes various financial products that are relevant to its clientele.
(c) Mutual Fund: Religare Asset Management Co. Private Limited (“RAMC”), our step-down subsidiary,
manages Religare Mutual Fund, and in addition, provides discretionary portfolio management services to
domestic clients and acts as an investment advisor for offshore investors in India. We have recently entered
into an agreement whereby Invesco Limited (through Invesco Hong Kong Limited) will be inducted as a
strategic partner in RAMC with 49% equity; the transaction is subject to regulatory approvals. Post receipt of
applicable regulatory approvals and completion of other procedures the joint venture company will be named
as Religare Invesco Asset Management Company Pvt. Ltd.
(d) Health Insurance: Religare Health Insurance Company Limited (“RHICL”) is the fourth company in India
to receive a license to operate as a standalone health insurance company and has commenced operations in
July 2012. Two leading public sector banks Corporation Bank and Union Bank of India are strategic partners
in RHICL and holding a 5% equity stake each.
(e) Life Insurance: AEGON Religare Life Insurance Company Limited, our joint venture with AEGON NV and
Bennett, Coleman & Company Limited, is a new-generation life insurance company that has pioneered
online-only insurance plans in India.
(f) Wealth Management: Our joint venture with Macquarie, Religare Macquarie Wealth Management Limited,
provides advisory-led private wealth management services to discerning high net-worth clients.
(g) Private Equity/ Alternative Investments: RGAM Corporation Private Limited is bringing together
successful asset managers in the private equity/ alternative investments space from developed markets in the
west and providing them distribution and access to investment opportunities in emerging markets.
(h) Capital Markets: Our subsidiary Religare Capital Markets Limited operates an institutional equities and
investment banking business and has been positioned to capitalize on the anticipated upsurge in flow of
capital into and out of emerging markets
The financial performance of the Issuer on a consolidated basis is as follows:
Rs in Crores
Parameters Sep-12 Mar-12 Mar-11 Mar-10*
Total Debt** (break up is given below table) 14,261.50 14,230.36 12,056.28 5,892.14
Of which-Non Current Maturities of-
Long Term Borrowing 6,922.49 6,136.38 3,998.12 -
Short Term Borrowing - - - -
Current Maturities of-
Long Term Borrowing 2,158.99 2,058.84 1,248.76 -
Shareholders' Funds / Networth 3,758.58 3,694.09 2,965.04 2,612.55
Net Fixed Assets
(including CWIP and Intangible Assets under
development)
1,713.81 1,698.97 1,590.62 888.46
Cash and Cash Equivalents 1,981.63 2,654.80 3,393.70 1,892.47
Current Investments 571.68 525.52 393.27 873.04
Current Assets
(including current investments and cash & cash
equivalents)
9,818.35 10,105.34 10,695.22 7,946.97
Non-Current Assets (including Net Fixed Assets) 10,759.94 10,238.18 6,530.17 -
Current Liabilities
(including short term borrowings) 8,539.76 9,221.38 9,747.88 1,409.20
Net sales (Total Revenue) 1,772.30 3,248.19 2,562.62 1,675.22
Interest Income 1,101.74 1,752.23 992.38 568.84
Interest Expenses 868.00 1,456.90 783.23 279.75
Provisioning & Write-offs 71.52 105.08 84.30 66.91
PAT 74.28 (212.77) (300.52) 96.92
Gross NPA
- Religare Enterprises Limited (Standalone) - - - -
- Religare Finvest Limited (Standalone) 160.81 106.75 8.62 14.47
Net NPA
- Religare Enterprises Limited (Standalone) - - - -
- Religare Finvest Limited (Standalone) 106.63 64.56 1.77 4.89
Tier I Capital Adequacy Ratio (%)
- Religare Enterprises Limited (Standalone) 24.86 25.59 33.68 N.A.#
- Religare Finvest Limited (Standalone) 14.28 14.60 14.88 21.67
Tier II Capital Adequacy Ratio (%)
- Religare Enterprises Limited (Standalone) 4.96 5.13 3.81 N.A.#
- Religare Finvest Limited (Standalone) 4.74 5.05 1.28 - * Financials Information presented above include data for FY-2010 which is based on Old Schedule VI of Companies
# REL got registered as an NBFC dated 18-May-2010, thus Mar-10 no(s) are not applicable
Rs in Crores
Break up of Total Debt** Sep-12 Mar-12 Mar-11 Mar-10
Long Term Borrowing 6,922.49 6,136.39 3,998.12 5,567.15
Short Term Borrowings 4,930.24 5,788.62 6,250.96 -
Current Maturities of long term debts
(included in Other Current Liabilities) 2,158.99 2,058.84 1,248.76 -
Interest accrued and due on Unsecured Loans
(included in Other Current Liabilities) - 4.13 7.39 4.46
Interest accrued and due on secured loans
(included in Other Current Liabilities) 7.32 8.95 0.72 0.38
Book OD (included in Other Current Liabilities) 242.45 233.43 550.33 320.15
Total 14,261.50 14,230.36 12,056.28 5,892.14
B OFFERING INFORMATION- REGULATORY DISCLOSURES
1. The following documents have been submitted to the BSE:
(i) Memorandum and articles of association of the Issuer
(ii) A copy of the latest audited balance sheet and annual report of the Issuer.
2. Name and address of registered office of the Issuer
Name : Religare Enterprises Limited
Address: D3, P3B, District Centre, Saket
New Delhi – 110017.
3. Names and addresses of the directors of the Issuer
The following table sets forth details regarding the Issuer’s Board of Directors as on date of the Information
Memorandum:
Serial
No
Name,
Designation
And DIN
Age Address Director of
the Issuer
since
Details of other directorship
1 Mr. Sunil Naraindas
Godhwani
Designation - Chairman
& Managing Director
DIN – 00174831
52 A-2, InayatFarm,
Asola, Fatehpur
Beri,
Po :Mehrauli,, New
Delhi, 110030,
Delhi, India
July 13,
2006
Religare Commodities Limited
Aegon Religare Life Insurance
Company Limited
Religare Health Insurance Company
Limited
Ligare Voyages Limited
SRL Limited
Vistaar Religare Capital Advisors
Limited
Religare Trustee Company Private
Limited
Fortis Healthcare Limited
Milestone Religare Investment
Advisors Private Limited
Religare Technologies Limited
Religare Capital Markets Limited
Fortis Healthcare International Pte
Ltd.
Fortis Global Healthcare (Mauritius)
Limited
Fortis Asia Healthcare Pte. Ltd.
Serial
No
Name,
Designation
And DIN
Age Address Director of
the Issuer
since
Details of other directorship
Fortis Healthcare Global Pte. Ltd.
Fortis Healthcare India Holdings Pte.
Ltd.
Fortis Healthcare Singapore Pte. Ltd.
Fortis Healthcare Global II Pte Ltd
Lanka Hospitals Corporation Plc.
2 Mr. Harpal Singh
Designation – Director
DIN – 00078224
63 B-10, Anand
Niketan, New
Delhi, 110021,
India
April 9,
2007
Fortis Healthcare Limited
SRL Limited
Fortis Clinical Research Limited
Impact Projects Private Limited
Impact Agencies Private Limited
Impact Hills Development Private
Limited
Religare Technologies Limited
3 Mr. Deepak Ramchand
Sabnani
Designation –
Independent Director
DIN- 01312836
57 No.5, Braga Circuit,
Kadoorie Avenue,
Kowloon, Hong
Kong
April 9,
2007
Religare Financial Consultancy
Services Limited
Religare Venture Capital Limited
Religare Securities Limited
R Jhamatmal Sons Limited
RJS Limited
Safetech Limited
Regal Pacific Investments Limited
Free Investment Limited
Science of the Soul Study Centre
International Limited
Eagle Bestcorp. Limited
Regal Fortune (Hong Kong) Limited
4 Mr. Jaickismin
Wadhumal Balani
Designation-
Independent Director
DIN- 01338053
64 Compas De La
Victoria 3, 29012,
Malaga, Spain
April 9,
2007
Religare Financial Consultancy
Services Limited
Religare Securities Limited
Religare Capital Markets (Europe)
Limited
Serial
No
Name,
Designation
And DIN
Age Address Director of
the Issuer
since
Details of other directorship
Time Concepts S. L.
Atari S. L.
5 Mr. Rama Krishna
Shetty
Designation- Alternate
Director to Mr. J W
Balani
DIN- 01521858
64 D-2, 166,
Chartered Cottage,
Langford Road,
Bangalore, 560025,
Karnataka, India
April 9,
2007
Religare Financial Consultancy
Services Limited*
Religare Securities Limited*
Religare Technologies Limited
Dion Global Solutions Limited
Premier Hockey Development Private
Limited
Fortis Malar Hospitals Limited
* Alternate Director to Mr. J W Balani
6 Ms. Sunita Naidoo
Designation-
Independent Director
DIN- 02278137
47 41, Pemberley
Avenue, Bedford,
MK40 2LE,
Bedford, United
Kingdom
June 26,
2008
Ligare Voyages Limited
7 Capt. Gurkir Paul Singh
Bhalla
Designation – Alternate
Director
DIN- 01306166
81 241, Sector 15A,
Noida, U. P.
201301
April 9,
2007
International Maritime Institute
Limited
International Maritime Institute
Ecotec Enterprises Private Limited
Religare Financial Consultancy
Services Limited*
Religare Securities Limited*
Religare Venture Capital Limited*
Integrated Management College.
Logos Holding Company Private
Limited
Ankh Holding Company Private
Limited
Mithra Holding Company Private
Limited
Religare Technologies Limited * Alternate to Mr. Deepak Sabnani
8 Mr. Ravi Umesh 51 Flt/Rm A Blk 1 Flr
40, Estoril Court,
February Religare Asset Management
Company Private Limited
Serial
No
Name,
Designation
And DIN
Age Address Director of
the Issuer
since
Details of other directorship
Mehrotra
Designation- director
Din- 01355561
55 Garden Road ,
Mid-Levels, Hong
Kong,
14, 2011
Religare Health Insurance Company
Limited
AEGON Religare Life Insurance
Company Limited
Religare Capital Markets Limited
Religare Global Asset Management
Japan Co. Ltd.
Religare Global Asset Management
Inc.
Religare Global Asset Management
Singapore Pte Limited
Religare Health Trust Trustee
Manager Pte. Ltd
Fortis Global Healthcare
Infrastructure Pte. Ltd.
9 Mr. Padam Narain Bahl
Designation-
Independent Director
Din- 01314395
61 D-70, Ranjit
Avenue, Amritsar,
143001, Punjab,
India
April 9,
2007
Religare Financial Consultancy
Services Limited
Religare Venture Capital Limited
Religare Commodities Limited
Religare Finvest Limited
Religare Securities Limited
Dion Global Solutions Limited
Religare Arts Initiative Limited
Verne Developers Private Limited
Religare Technologies Limited
Religare Capital Markets Limited
10 Mr. Virendra Kumar
Madan
Designation – Director
Din: 00020839
71 C-340, Defence
Colony, new delhi,
110024, delhi,
india
January 24,
2013
Taj Kerala Hotels and Resorts Ltd
Nidra Hospitality Private Limited
11 Mr. Monish Kant Dutt
Designation: Nominee
Director
Din: 06481161
54 4201, Blagden
Avenue Nw,
Washington Dc
20011,
Washington, 0, ,
United States Of
February
05, 2013
Sagicor Financial Corporation
Limited, Barbados
Serial
No
Name,
Designation
And DIN
Age Address Director of
the Issuer
since
Details of other directorship
America
12 Mr. Avinash Chander
Mahajan
Designation:
Independent Director
Din: 00041661
62 605, Empire Co-op
Housing Society,
Azadnagar, Off
Veera Desai Road,
Andheri (West),
Mumbai-400053,
Maharashtra, India
March 1,
2013
Hindustan Petroleum Corporation
Limited
Himavat Power Private Limited
IDBI MF Trustee Company Limited
Lanco Babandh Power Limited
Details regarding the Issuer’s Board since last three years
Sl
No.
Name Designation DIN Date of
Appointmen
t/
Resignation
Director of
the Issuer
since (in case
of
resignation
Remarks
1 Mr. Sunil Naraindas
Godhwani
Chairman & Managing
director
00174831 13/07/2006
2 Mr. Shachindra Nath Director & Group CEO 00510618
24/01/2013
06/04/2010
3 Mr. Anil Saxena Director & Group CFO 01555425
24/01/2013
06/04/2010
4 Mr. Harpal Singh Director
00078224 09/04/2007
5 Mr. Padam Bahl Independent Director
01314395 09/04/2007
6 Mr. Deepak Ramchand
Sabnani
Independent Director
01312836 09/04/2007
7 Mr. Jaickismin
Wadhumal Balani
Independent Director
01338053 09/04/2007
8 Ms. Sunita Naidoo Independent Director
02278137 26/06/2008
9 Capt. Gurkir Paul Singh
Bhalla
Alternate Director to Mr.
Deepak Ramchand Sabnani 01306166 09/04/2007
10 Mr. Ramakrishna
Shetty
Alternate director to Mr.
Jaickismin Wadhumal
Balani
01521858 09/04/2007
11 Mr. Stuart D. Pearce Independent Director
03167812 31/12/2012
06/07/2010
12 Ms. Kathryn Ann
Matthews
Independent Director
03143587 25/05/2012
06/07/2010
13 Mr. Malvinder Mohan
Singh
Chairman 00042981
06/04/2010
13/12/2004
Sl
No.
Name Designation DIN Date of
Appointmen
t/
Resignation
Director of
the Issuer
since (in case
of
resignation
Remarks
14 Mr. Shivinder Mohan
Singh
Non – executive director
00042910
06/04/2010
13/12/2004
15 Mr. Ravi Umesh
Mehrotra
Director 01355561
14/02/2011
16 Mr. Virendra Kumar
Madan
Director 00020839
24/01/2013
17 Mr. Monish Kant Dutt Nominee Director
06481161
05/02/2013
18 Mr. Avinash Chander
Mahajan
Independent Director 00041661
01/03/2013
None of our current Directors appear in the RBI defaulter list and/or ECGC default list.
4. A brief history of the Issuer since its incorporation giving details of its activities including any
reorganization, reconstruction or amalgamation, changes in its capital structure, (authorized, issued and
subscribed) and borrowings, if any.
Incorporated as a private limited company under the Companies Act, 1956 by the name of Vajreshwari
Cosmetics Private Limited on January 30, 1984. Subsequently changed its name to Religare Enterprises
Private Limited and obtained a fresh certificate of incorporation on January 31, 2006. Subsequently
converted into a public limited company and changed its name into Religare Enterprises Limited and
obtained a fresh certificate of incorporation on August 11, 2006.
I. Details of the Share Capital as of December 31, 2012
Share Capital In. Rs.
(A) Authorized Share Capital
Equity Share Capital
25 crore Equity shares of Rs. 10/- each
Preference Share Capital
10 crore Redeemable Preference Shares of Rs. 10/- each
Total
250 crore
100 crore
350 Crore
(B) Issued, Subscribed and Paid up Capital
Equity Share Capital
149401323 equity shares of Rs. 10/- each
Preference Share Capital
56100000 preference shares of Rs. 10/- each
Total
149.40 crores
56.10 crores
205.50 crores
II. Changes in its capital structure as on last quarter end, (authorized) for the last five years:
Date of change
(AGM/EGM)
Rs (in crores) Particulars
September 20, 2008 160 Authorized capital increased
from Rs. 85 crores to Rs. 160
crores
December 3, 2008 250 Authorized capital increased from
Rs. 160 crores to Rs. 250 crores
September 9, 2011 300 Authorized capital increased from
Rs. 250 crores to Rs. 300 crores
August 29, 2012 350 Authorized capital increased from
Rs. 300 crores to Rs. 350 crores
III. Equity Share Capital History of the Issuer as on last quarter end for the last five years.
Date of
Allotment
No of
Equity
Shares
Face
Value
(Rs)
Issue
Price
(Rs)
Considera
tion
(Cash,
other
than cash,
etc)
Nature of Allotment Cumulative
number of
Equity Shares
31-Jan-08 116661 10
140 Cash Equity Shares allotted
pursuant to ESOS 76,016,669
29-Feb-08 54,780 10
140 Cash Equity Shares allotted
pursuant to ESOS 76,071,449
31-Mar-08 12,410 10
140 Cash Equity Shares allotted
pursuant to ESOS 76,083,859
30-Apr-08 10,760 10
140 Cash Equity Shares allotted
pursuant to ESOS 76,094,619
31-May-
08 1,775
10 140
Cash Equity Shares allotted
pursuant to ESOS 76,096,394
30-Jun-08 19,800 10
140 Cash Equity Shares allotted
pursuant to ESOS 76,116,194
31-Jul-08 5,475 10
140 Cash Equity Shares allotted
pursuant to ESOS 76,121,669
30-Aug-08 26,516 10
140 Cash Equity Shares allotted
pursuant to ESOS 76,148,185
30-Sep-08 12,804 10
140 Cash Equity Shares allotted
pursuant to ESOS 76,160,989
31-Oct-08 3,000 10
140 Cash Equity Shares allotted
pursuant to ESOS 76,163,989
26-Nov-08 81,398 10
140 Cash Equity Shares allotted
pursuant to ESOS 76,245,387
31-Dec-08 28,065 10
140 Cash Equity Shares allotted
pursuant to ESOS 76,273,452
30-Jan-09 16,308 10
140 Cash Equity Shares allotted
pursuant to ESOS 76,289,760
1-Apr-09 11,537 10
140 Cash Equity Shares allotted
pursuant to ESOS 76,301,297
30-Apr-09 18,233 10
140 Cash Equity Shares allotted
pursuant to ESOS 76,319,530
1-Jun-09 15,070 10
140 Cash Equity Shares allotted
pursuant to ESOS 76,334,600
1-Jul-09 15,220 10
140 Cash Equity Shares allotted
pursuant to ESOS 76,349,820
25-Aug-09 30,038 10 140 Cash Equity Shares allotted 76,379,858
Date of
Allotment
No of
Equity
Shares
Face
Value
(Rs)
Issue
Price
(Rs)
Considera
tion
(Cash,
other
than cash,
etc)
Nature of Allotment Cumulative
number of
Equity Shares
pursuant to ESOS
1-Oct-09 12,978 10
140 Cash Equity Shares allotted
pursuant to ESOS 76,392,836
30-Oct-09 24,730 10
140 Cash Equity Shares allotted
pursuant to ESOS 76,417,566
30-Nov-09 106372 10
140 Cash Equity Shares allotted
pursuant to ESOS 76,523,938
5-Jan-10 48533 10
140 Cash Equity Shares allotted
pursuant to ESOS
76,572,471
12-Jan-10 88630 10
140 Cash Equity Shares allotted
pursuant to ESOS
76,661,101
24-Feb-10 51,107,
401
10 355
Cash Rights Issue
127,768,502
4-Mar-10 45,250 10
140 Cash Equity Shares allotted
pursuant to ESOS
127,813,752
6-Apr-10 12,710 10
140 Cash Equity Shares allotted
pursuant to ESOS
127,826,462
7-May-10 13,000 10
140 Cash Equity Shares allotted
pursuant to ESOS
127,839,462
3-Jun-10 56,920 10
140 Cash Equity Shares allotted
pursuant to ESOS
127,896,382
9-Jul-10 22,641 10
140 Cash Equity Shares allotted
pursuant to ESOS
127,919,023
3-Aug-10 11,840 10
140 Cash Equity Shares allotted
pursuant to ESOS
127,930,863
31-Aug-10 5,262 10
140 Cash Equity Shares allotted
pursuant to ESOS
127,936,125
23-Sep-10 5,617,9
77
10
445
Cash Preferential allotment
to RHC Finance Private
Limited
133,554,102
14-Oct-10 61,220 10
140 Cash Equity Shares allotted
pursuant to ESOS
133,615,322
4-Nov-10 7,440 10
140 Cash Equity Shares allotted
pursuant to ESOS
133,622,762
19-Nov-10 44,651 10
140 Cash Equity Shares allotted
pursuant to ESOS
133,667,413
30-Nov-10 5,617,9
77
10
445
Cash Allotment to RHC
Finance Private Limited
on conversion of
warrants
139,285,390
22-Dec-10 73,670 10
140 Cash Equity Shares allotted
pursuant to ESOS
139,359,060
18-Jan-11 11,370 10
140 Cash Equity Shares allotted
pursuant to ESOS
139,370,430
25-Feb-11 12,954 10
140 Cash Equity Shares allotted
pursuant to ESOS
139,383,384
14-Mar-11 51,110 10
140 Cash Equity Shares allotted
pursuant to ESOS
139,434,494
25-Apr-11 28,340 10
140 Cash Equity Shares allotted
pursuant to ESOS
139,462,834
24-May- 19,725 10 140 Cash Equity Shares allotted
Date of
Allotment
No of
Equity
Shares
Face
Value
(Rs)
Issue
Price
(Rs)
Considera
tion
(Cash,
other
than cash,
etc)
Nature of Allotment Cumulative
number of
Equity Shares
11 pursuant to ESOS 139,482,559
5-Jul-11 11,000 10
140 Cash Equity Shares allotted
pursuant to ESOS
139,493,559
28-Jul-11 6,000 10
140 Cash Equity Shares allotted
pursuant to ESOS
139,499,559
23-Aug-11 147,685 10
140 Cash Equity Shares allotted
pursuant to ESOS
139,647,244
26-Sep-11 12,000 10
140 Cash Equity Shares allotted
pursuant to ESOS
139,659,244
25-Oct-11 37,833 10
140 Cash Equity Shares allotted
pursuant to ESOS
139,697,077
23-Nov-11 5,750 10
140 Cash Equity Shares allotted
pursuant to ESOS
139,702,827
22-Dec-11 1,150 10
140 Cash Equity Shares allotted
pursuant to ESOS
139,703,977
24-Jan-12 1,500 10
140 Cash Equity Shares allotted
pursuant to ESOS
139,705,477
27-Mar-12 9,597,1
56
10 422
Cash Prefrential allotment to
Hospitalia Information
149,302,633
9-Apr-12 10,000 10
140 Cash Equity Shares allotted
pursuant to ESOS
149,312,633
27-Apr-12 51,920 10
140 Cash Equity Shares allotted
pursuant to ESOS
149,364,553
25-May-
12 4,000
10 140
Cash Equity Shares allotted
pursuant to ESOS
149,368,553
23-Jul-12 8,770 10
140 Cash Equity Shares allotted
pursuant to ESOS
149,377,323
29-Aug-12 4,000 10
140 Cash Equity Shares allotted
pursuant to ESOS
149,381,323
23-Sep-12 19,000 10
140 Cash Equity Shares allotted
pursuant to ESOS
149,400,323
7-Nov-12 1,000 10
315.85 Cash Preferential allotment
to IFC
149,401,323
IV. Details of any Acquisition or Amalgamation in the last 1 year.
The Issuer has acquired Religare Health Trust Trustee Manager Pte Limited, a company incorporated
in Singapore through its subsidiary RGAM Corporation Private Limited.
V. Details of any Reorganization or Reconstruction, in the last 1 year as under
Type of Event Date of
Announcement
Date of
Completion*
Details
Reorganisation 09 May 2012
09 May 2012 The Company (REL) has transferred entire ordinary
shares at book value held by it in Religare Global Asset
Management Inc., (USA) ("RGAM"), a wholly owned
subsidiary of the Company to RGAM Corporation
Private Limited ("RGAM India"), another wholly owned
subsidiary of the Company. Consequently, RGAM has
become a wholly owned subsidiary of RGAM India and
became sub-subsidiary of the Company.
Reorganisation Agreement dated
15th March 2012
16 March 2012 A/ Religare Capital Markets International (UK) Ltd UK,
transferred 100% shareholding of its subsidiary ie
Religare Capital Markets Europe Ltd, UK to Religare
Capital Markets International ( Mauritius ) limited,
Mauritius for US$ 246.34Millions
Reorganisation Agreement dated
16th March 2012
1) 16 March
2012
2) 19 April 2012
3) 22 March
2012
B/ Religare Capital Markets Europe Ltd transferred
100% shareholding of its 3 subsidiaries to Religare
Capital Markets International ( Mauritius ) limited as
per values below
(1) Kyte Management limited ( BVI company) for
GBP42.07Millions
(2) Religare Investment Holding limited ( UK Company)
for GBP4.35Millions
(3) Religare Capital Markets corporate Finance pte
limited for GBP4.67Millons
VI. Details of the shareholding of the Issuer as on the latest quarter end:-
Shareholding pattern of the Issuer as on December 31, 2012
Sr.No. Particulars Total No of Equity
Shares
No. of Equity
Shares in demat
form
Total shareholding as % of
total no of equity shares
1 Promoters 23587400 23587400 15.79
2 Promoter Group 83609774 83609774 55.96
3 Public Shareholding
(i) Institutions
Foreign Institutional
Investors
2324874 2324874 1.56
Others 1611013 1611013 1.08
(ii) Non-Institutions
Body Corporate 2255958 2255958 1.51
Others 36012304 36009433 24.10
Total 149401323 149398452 100
VII. List of top 10 holders of equity shares of the Issuer as on December 31, 2012:-
Sr.No. Name of the Shareholder Total no of Equity
Shares
No of shares in demat
form
Total
shareholding as
% of total no of
equity shares
1 RHC Finance Private Limited 24565478 24565478 16.442611
2 Shivinder Mohan Singh 19187400 19187400 12.842858
3 Japna Malvinder Singh 14787566 14787566 9.897882
4 Malav Holdings Private Limited 14082306 14082306 9.425824
5 Shivi Holdings (P) Ltd. 14082306 14082306 9.425824
6 Shabnam Dhillon 12846027 12846027 8.598336
7 Hospitalia Information Systems
Pvt Ltd
9597156 9597156 6.423742
8 Gurpreet Singh Dhillon 6500000 6500000 4.350698
9 RHC Holding Private Limited 6494746 6494746 4.347181
10 Hottinger And Cie Sa 5021864 5021864 3.361325
5. Details of debt securities issued and sought to be listed
Issue of rated, secured, redeemable non-convertible debentures of a face value of Rs. 10,00,000 each, with
marketable lot of one debenture for cash aggregating up Rs. 300,00,00,000 (Rupees Three hundred Crores
only) including a a green-shoe option of Rs. 150,00,00,000 (Rupees One hundred and fifty Crores only) on a
private placement basis.
6. Following are the details regarding the auditors of the Issuer
I. Details of the Auditors of the Issuer
Name Address Auditor since
Price Waterhouse, Chartered Accountants 252, Veer Savarkar Marg, Opp Shivaji Park,
Dadar (W) Mumbai - 400028
2007
II. Changes in the Auditors of the Issuer in the last three years
There has been no change in the Auditors for the last three years.
7. Issue Size
Rs. 300,00,00,000 (Rupees Three hundred Crores only) including a a green-shoe option of Rs. 150,00,00,000
(Rupees One hundred and fifty Crores only) .
8. Utilization of the Issue Proceeds
For general corporate purposes, including but not limited to repayment of existing debt and investing in subsidiaries /
group companies.
9. A statement containing particulars of the dates of, and parties to all material contracts, agreements
involving financial obligations of the Issuer
Date of the
Agreement
Names of the other parties Details
01st
July 2012 R C NURSERY PRIVATE LIMITED
Principal o/s as on 14th March is Rs 8,808,086 and
interest accrued but not due is Rs 43,920
01st
October 2012 RHC HOLDING PRIVATE
LIMITED
Principal o/s as on 14th March is Rs 200,000,000
and interest accrued but not due is Rs 5,800,000
05th
November 2012 INTERNATIONAL FINANCE
CORPORATION(IFC)
4,048,354 compulsory convertible debentures(CCD)
of face value of Rs. 1000 per CCD issued to IFC at
face value on 07th
November 2012. Principal o/s as
on 14th
March is Rs. 4,048,354,000/- . CCD are
convertible at any time after the date of allotment
of CCD but on or before the expiry of 18 months
from the date of allotment of CCD. The CCD holder
will be entitled, in one or more tranches, to apply
for and obtain allotment of such number of equity
shares of face value of Rs. 10/- each of the
Company for each CCD, as would be calculated on
the basis of conversion price of Rs. 315.85 per
equity share of the Company.
24th
May 2012 Religare Capital Markets Ltd.
(RCML) & RHC Holding Private
Ltd.
The Company has consented to infuse additional
capital of in RCML in the eventuality of a liquidity
requirement by RCML and its subsidiaries to
discharge its outstanding borrowings (net of
realizable value of securities)as of September 30,
2011. The additional capital infusion is restricted
to a maximum limit of Rs. 11,198,324,647/-.
28th
July 2011 Religare Finvest Limited Under Capitalization Agreement dated July 28,
2011, the Issuer has undertaken to pay the
amount of equity contribution as and when
requested by Religare Finvest Limited (“RFL”)
subject to a ceiling of Rs. 2750 million (Rupees two
billion seven hundred and fifty million only), for
which the corresponding number of equity shares
of RFL shall be issued to the Issuer in
consideration, subject to other terms and
conditions as set out in the Capitalization
Agreement.
The material documents which may be inspected at the Registered Office of the Issuer from 11.00am to 1.00 pm
from the date of this Information Memorandum, until the date of closure of this Issue are as follows.
1. Letter appointing Axis Trustee Services Limited, as trustee to the Debenture Holder(s)
2. Memorandum and Articles of Association of the Issuer.
3. Copy of the Certificate of Incorporation of the Company dated August 11, 2006.
4. Certified true copy of the Resolution of Board on September 29, 2012 for issuance of debentures
and empowering for other related matters.
5. Letter dated March 21, 2013 from BSE conveying its in-principle approval for listing of Debentures.
6. Letters dated March 20, 2013 from India Ratings & Research Private Limited] conveying the initial
credit rating for the Debentures of the Issuer and the rating rationale pertaining thereto
7. Agreement between the Issuer and NSDL and CDSL for the Issue of Debentures in dematerialized
form.
10. Details of other borrowings including any other issue of debt securities in past as on December 31, 2012:
I. Details of Secured Loan Facilities
The Issuer does not have any secured loan facilities.
II. Details of Unsecured Loan Facilities
Lender’s Name Type of Facility Amount
Sanctioned
Principal Amount
Outstanding
Schedule of
Repayment
R C Nursery Private
Limited
Unsecured Short
Term Borrowing
100,000,000 10,308,086 Repayable on demand
Luxury Farms
Private Limited
Unsecured Short
Term Borrowing
200,000,000 10,115,011 Repayable on demand
RHC Holding
Private Limited
Unsecured Short
Term Borrowing
250,000,000 200,000,000 Repayable on demand
III. Details of NCDs
Company is also proposing another issue of rated, secured redeemable non-convertible debentures
(‘NCD’) of a face value of Rs. 10,00,000 each, with marketable lot of one debenture for cash aggregating
up to Rs. 550 crores on a private placement basis proposed to be listed on BSE
IV. List of top 10 Debenture Holders
Name of the Debenture Holder No. of Debenture Nominal
Value
Amount Percentage (%)
International Finance Corporation 4048354 1000 4048354000 100
V. The amount of corporate guarantee issued by the Company along with name of the counter party (like
name of the subsidiary, joint venture entity, group company etc.) on behalf of whom it has issued.
NIL
VI. Following are the details of the Commercial Paper as on December 31, 2012
NIL
VII. Following are the details of foreign currency convertible bonds/compulsory convertible
debentures/preference shares as on December 31, 2012
Party Name
(in case of
Facility)
Instrument
Name
Type of
Facility
Instrument
Amount
sanctioned
/Issued
Principal
Amount
outstanding
Repayment
Date/Sched
ule
Credit
Rating
Secured
/Unsecure
d
Security
Created
13.66%
Cumulative
Redeemable
Preference
shares
Redeemable
Preference
shares
500,000,000 500,000,000 Bullet, 5
years from
Allotment
date or
earlier.
Unrate
d
Unsecured N.A.
11.00%
Cumulative
Non-
Convertible
Redeemable
Preference
Shares
Redeemable
Preference
shares
35,000,000
35,000,000
Bullet, 4
years and
10 months
from
Allotment
date or
earlier.
Unrate
d
Unsecured N.A.
0.01 %
Cumulative
Non-
Convertible
Redeemable
Preference
Shares
Redeemable
Preference
shares
26,000,000
26,000,000
Bullet, 3
years and 6
months
from
Allotment
date or
earlier.
Unrate
d
Unsecured N.A.
Unsecured
Unlisted
Compulsorily
Convertible
Debentures
Compulsorily
Convertible
Debentures
4,048,354,000 4,048,354,000 Bullet,
conversion
on May 6,
2014
Unrate
d
Unsecured N.A.
VIII. Following are the details of all default/s and/or delay in payments of interest and principal of any kind
of term loans, debt securities and other financial indebtedness including corporate guarantee by the
Company in the past 5 years
Not Applicable.
11. Details of the Promoter of the Company
Sr.
No.
Name of
shareholder
Total no of
equity Shares
No. of shares in
demat form
Total
shareholding as %
of total no of
equity shares
No of shares
pledged(P)/
Encumbered(E)
(As on 14th
March 2013)
% of shares
pledged with
respect to
shares
owned.
1 Mr. Malvinder
Mohan Singh
4400000
4400000
2.95% 4400000 (E)
100%
2 Mr. Shivinder
MohanSingh
19187400 19187400 12.84% 8156500 (P) 42.51%
12. Particulars of any outstanding borrowings or any Debt Securities issued
a. For consideration other than cash, whether in whole or in part:
b. At a premium or discount:
c. In pursuance of an option:
NIL
13. Any material event/development or change at the time of issue or subsequent to issue which may affect
the issue of the Investor’s decision to invest/continue to invest in the debt securities.
No material event/ development or change has occurred at the time of Issue or subsequent to the Issue
which may affect the Issue or the Debenture Holder(s) decision to invest / continue to invest in the debt
securities.
14. Undertaking to use a Common Form of Transfer
The Issuer will issue debenture in Demateralised form only and there will not be any Debentures in physical
mode. Also, the normal procedure followed for transfer of securities held in dematerialized form shall be
followed for transfer of these debentures held in electronic form. The seller should give delivery instructions
containing details of the buyer’s DP account to his depository participant. The Issuer undertakes that there
will be a common transfer form / procedure for transfer of debentures.
The Debentures shall be issued only in dematerialised form in compliance with the provisions of the
Depositories Act, 1996 (as amended from time to time), any other applicable regulations (including of any
relevant stock exchange). No physical certificates of the Debentures would be issued. The transfer of
debentures in dematerialised form shall be in accordance with the procedure of transfer prescribed by the
relevant depository and applicable law.
However, the Issuer would use a common transfer form for physical holdings, if at a later stage there is any
holding in physical form due to the depository giving the rematerialisation option to any investor.
15. Maturity, Rate of interest and Yield on redemption
Please refer to the summary of term sheet in Annexure I of this Information Memorandum.
16. Information relating to the terms of offer or purchase.
For information relating to the terms of offer please refer to the summary of term sheet in Annexure I of this
Information Memorandum.
17. The discount at which such offer is made and the effective price for the Investor as a result of such
discount.
The Debentures are being issued at par.
18. The debt equity ratio prior to and after issue of the debt security.
The debt equity ratio prior to and after issue of the debt security
Debt Equity Ratio Prior to Issue* After the Issue
0.14 0.42
(On Consolidated Basis)
• Calculated assuming Rs. 300 crores of inflow of Long Term Debt.
• Equity includes share capital plus free reserves minus intangible assets
Notes :
1. Debt Equity Ratio Total Debt (Long Term + Short Term)
Share Capital (Eq+Pref) + Free Reserves
2. Networth Share Capital (Eq+Pref) + Reserves & Surplus
19. Permission and Consent from the Creditors
No permission or consent is required from the creditors for the Issue.
20. Names of the Debentures Trustees and Consents thereof
The debenture trustee for the Issue is Axis Trustee Services Limited.
Axis Trustee Services Limited has given its written consent for its appointment as debenture trustee to the
Issue and inclusion of its name in the form and context in which it appears in this Information
Memorandum. Consent letter from the Debenture Trustee is attached as Annexure 3.
21. Rating and Rating Rationale
India Ratings & Research Private Limited has assigned ratings of “IND AA- Outlook Negative” (pronounced as
“IND AA-”) rating to these Debentures. This rating offers high degree of safety regarding timely servicing of
Financial Obligations
22. Listing
The Debentures of the Company are proposed to be listed on the WDM segment of the [BSE]. The Company
shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous
basis.
In case the Debentures are not listed within 15 days of Deemed Date of Allotment for any reason
whatsoever, then the Issuer shall immediately redeem/ buy back the Debentures only from those Debenture
Holders for whom applicable regulations including RBI/2011-12/423 A.P.(DIR Series) Circular No. 89 dated
March 1, 2012 issued by the Reserve Bank of India do not permit holding to-be listed debt securities if listing
is not done within said 15 days, and in such an eventuality the Issuer shall reimburse such Debenture
Holders for any and all accrued interest, costs and expenses (including liquidity costs, hedge costs or other
break costs), as determined by such Debenture Holders, that the Debenture Holders may have incurred for
the investment.
23. A summary term sheet with brief prescribed information pertaining to the Non-Convertible debt securities
(or a series thereof) (where relevant):
Attached as Annexure 1 to this Information Memorandum.
24. Debenture Redemption Reserve
As per DCA circular (6/3/2001-CL.V) dated April 18, 2002, for NBFCs registered with the RBI under Section
45-IA of the RBI (Amendment) Act, 1997, no DRR is required in the case of privately placed debentures.
25. Purchase and Sale of Debentures
The Issuer may, at any time and from time to time, purchase Debentures at the price available in the debt
Market in accordance with the applicable laws. Such Debentures may, at the option of the Issuer, be
cancelled, held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and
as permitted by law.
26. Buy Back of Debentures
The Issuer may, at its sole discretion, from time to time, consider, subject to applicable statutory and/or
regulatory requirements, buyback of Debentures, upon such terms and conditions as may be decided by our
Issuer.
The Issuer may from time to time invite the Debenture Holders to offer the Debentures held by them through
one or more buy-back schemes and/or letters of offer upon such terms and conditions as our Issuer may from
time to time determine, subject to applicable statutory and/or regulatory requirements. Such Debentures which
are bought back may be extinguished, re-issued and/or resold in the open market with a view of strengthening
the liquidity of the Debentures in the market, subject to applicable statutory and/or regulatory requirements.
27. Repurchase and Re-issue of Debentures
Debentures which are in electronic (dematerialised) Form can be repurchased by the Issuer through its
Beneficiary Demat Account as per the norms prescribed by NSDL and/or CDSL. This right does not construe
a call option. In the event of the Debenture(s) being bought back, or redeemed before maturity in any
circumstance whatsoever, the Issuer shall be deemed to always have the right, subject to the provisions of
Section 121 of the Act, to re-issue such debentures either by re-issuing the same debenture(s) or by issuing
other debentures in their place. The Issuer may also, at its discretion, at any time purchase Debenture(s) at
discount, at par or at premium in the open market. Such Debenture(s) may, at the option of Issuer, be
cancelled, held or resold at such price and on such terms and conditions as the Issuer may deem fit and as
permitted by law.
Notwithstanding anything contained in clause 27 above, in the event the Issuer intends to purchase or buy
back the Debentures then it shall give offer of buy back or purchase of Debentures to all the Beneficial
Owners instead of giving preference to any of the Beneficial Owners except in case of purchase or buy back
from the stock exchange.
28. Future Borrowings
The Issuer shall be entitled from time to time to make further issue of debentures to the public, members of
the Issuer and /or any other person(s) and to raise further loans, advances or such other facilities from
Banks, Financial Institutions and / or any other person(s) on the security or otherwise of its assets (including
the assets securing the issuance of the said Debentures
29. Governing Law
The Debentures are governed by and shall be construed in accordance with the Indian laws. Any dispute
arising thereof will be subject to the non exclusive jurisdiction of the courts and tribunals in the city of
[Delhi]. The Issuer’s obligations under the Debentures shall, at all times, be subject to the directions of the
Reserve bank of India and the Securities and Exchange Board of India.
30. Consents
Consents in writing of the Registrar to the Issue and Debenture Trustee for the Debenture Holder(s) to act in
their respective capacities, have been obtained.
31. Tax Benefits
A Debenture Holder is advised to consider in his own case the tax implications in respect of subscription to
the Debentures after consulting his tax advisor.
32. Security
Please refer to the summary of term sheet in Annexure I of this Information Memorandum.
C OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act, the Memorandum
and Articles of Association of the Issuer, the terms of this Information Memorandum, Application Form and
other terms and conditions as may be incorporated in the Debenture Trust Deed.
Mode of Transfer/ Transmission of Debentures
The Debentures shall be transferable freely to all classes of eligible Investors. The Debenture(s) shall be
transferred and/ or transmitted in accordance with the applicable laws. The Debentures held in
dematerialised form shall be transferred subject to and in accordance with the rules/ procedures as
prescribed by NSDL/ CDSL and the relevant DP’s of the transferor or transferee and any other applicable
laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are
completed prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be
made to the person, whose name appears in the Register of Debenture Holder(s) maintained by the
Depositories under all circumstances. In cases where the transfer formalities have not been completed by
the transferor, claims, if any, by the transferees would need to be settled with the transferor(s) and not with
the Issuer. The normal procedure followed for transfer of securities held in dematerialized form shall be
followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions
containing details of the buyer’s DP account to his DP.
Investors may note that subject to applicable law, the Debentures of the Issuer would be issued and traded
in dematerialised form only.
Debentures held in Dematerialised form
The Debentures shall be held in dematerialised form and no action is required on the part of the Debenture
Holder(s) for redemption purposes and the redemption proceeds will be paid by cheque/fund transfer/RTGS
to those Debenture Holder(s) whose names appear on the list of beneficiaries provided by the Depositories
to the Issuer. The names would be as per the Depositories’ records on the relevant Record Date fixed for the
purpose of redemption. All such Debentures will be simultaneously redeemed through appropriate debit
corporate action.
The list of Beneficiaries as of the relevant Record Date setting out the relevant Beneficiaries’ name and
account number, address, bank details and DP’s identification number will be given by the Depositories to
the Issuer and the Registrar. Based on the information provided above, the Issuer/Registrar will dispatch the
cheque for interest / coupon payments to the Beneficiaries. If permitted, the Issuer may transfer payments
required to be made in relation to any by electronic transfer of funds/RTGS, to the bank account of the
Debenture Holder for redemption and interest/ coupon payments.
Trustee for the Debenture Holder(s)
The Issuer has appointed Axis Trustee Services Limited to act as trustee for the Debenture Holder(s). The
Issuer and the Debenture Trustee intends to enter into the Debenture Trust Deed inter alia, specifying the
powers, authorities and obligations of the Debenture Trustee and the Issuer. The Debenture Holder(s) shall,
without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee or
any of its agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating
to the Debentures as the Debenture Trustee may in its absolute discretion deem necessary or require to be
done in the interest of the Debenture Holder(s). Any payment made by the Issuer to the Debenture Trustee
on behalf of the Debenture Holder(s) shall discharge the Issuer pro tanto to the Debenture Holder(s). The
Debenture Trustee will protect the interest of the Debenture Holder(s) in regard to timely payment of
interest and repayment of principal and they will take necessary action, subject to and in accordance with
the Debenture Trust Deed, at the cost of the Issuer. No Debenture Holder shall be entitled to proceed
directly against the Issuer unless the Debenture Trustee, having become so bound to proceed, fails to do so.
The Debenture Trust Deed shall more specifically set out rights and remedies of the Debenture Holders and
the manner of enforcement thereof.
Market Lot
The market lot will be one Debenture (“Market Lot”). Since the Debentures are being issued only in
dematerialised form, the odd lots will not arise either at the time of issuance or at the time of transfer of
Debentures
Interest on Debentures
The payment of interest on the Debentures shall be made by the Issuer to those persons whose names
appear in the Register of Debenture holder(s) (or to first holder in case of joint-holders) as the Debenture
Holder(s) as on the Record Date. Interest payments shall be made by the Issuer in the form of
transfers/RTGS/cheques payable at par at such places as the Issuer may deem fit. In case cheque “payable
at par” facility is not available at any place of payment, the Issuer shall have the right to adopt any other
suitable mode of payment.
In case of Debentures for which the beneficial owner is not identified by the relevant depository as on the
Record Date, the Issuer would keep in abeyance the payment of interest and/or other benefits, till such time
that the beneficial owner is identified by the depository and conveyed to it, whereupon the interest or
benefits shall be paid to the relevant Debenture Holder(s) within a period of 30 Business Days
Borrowing Powers of the Board
Pursuant to a shareholders’ resolution dated September 10, 2011 in accordance with provisions of the
Companies Act, 1956, the Board has been authorised to borrow, from banks/financial institutions at their
discretion up to Rs. 3000 crores.
Sharing of Information
The Issuer may, at its option, but subject to applicable laws, use on its own, as well as exchange, share or
part with any financial or other information about the Debenture Holder(s) available with the Issuer, with its
subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies,
as may be required and neither the Issuer nor its subsidiaries and affiliates nor their agents shall be liable for
use of the aforesaid information.
Debenture Holder not a Shareholder
The Debenture Holder(s) will not be entitled to any of the rights and privileges available to the shareholders
of the Issuer.
Rights of Debenture Holder(s)
• The Debentures shall not, except as provided in the Companies Act, 1956 confer upon the holders thereof
any rights or privileges available to the members of the Issuer including the right to receive Notices or
Annual Reports of, or to attend and/or vote, at the general meeting of the Issuer. However, if any resolution
affecting the rights attached to the Debentures is to be placed before the shareholders, the said resolution
will first be placed before the concerned registered Debenture Holder(s) for their consideration. In terms of
Section 219(2) of the Companies Act, 1956, holders of Debentures shall be entitled to a copy of the balance
sheet on a specific request made to the Issuer.
• The Debenture Holder or in case of joint-holders, the one whose name stands first in the Register of
Debenture Holder(s) shall be entitled to vote in respect of such Debentures, either in person or by proxy, at
any meeting of the concerned Debenture Holder(s) and every such holder shall be entitled to one vote on a
show of hands and on a poll, his/her voting rights shall be in proportion to the outstanding nominal value of
Debentures held by him/her on every resolution placed before such meeting of the Debenture Holder(s).
• The Debentures are subject to the provisions of the Companies Act, 1956, the Memorandum and Articles of
the Issuer, the terms of this Information Memorandum and the Application Form. Over and above such
terms and conditions, the Debentures shall also be subject to other terms and conditions as may be
incorporated in the Debenture Trust Deed, Debenture Certificates, SEBI Regulations, guidelines, notifications
and regulations relating to the issue of capital and listing of securities issued from time to time by the
Government of India and/or other authorities and other documents that may be executed in respect of the
Debentures.
• Save as otherwise provided in this Information Memorandum, the provisions contained in Annexure C and/
or Annexure D to the Companies (Central Government’s) General Rules and Forms, 1956 as prevailing and to
the extent applicable, will apply to any meeting of the Debenture Holder(s), in relation to matters not
otherwise provided for in terms of the Issue of the Debentures.
• A register of Debenture Holder(s) will be maintained in accordance with Section 152 and 152A of the
Companies Act, 1956 and all interest and principal sums becoming due and payable in respect of the
Debentures will be paid to the registered holder thereof for the time being or in the case of joint-holders, to
the person whose name stands first in the Register of Debenture Holder(s).
• The Debenture Holder(s) will be entitled to their Debentures free from equities and/or cross claims by the
Issuer against the original or any intermediate holders thereof.
Modifications of Rights
The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or
abrogated with the consent, in writing, of the Majority Debenture Holder(s) or with the sanction accorded
pursuant to a resolution passed at a meeting of the Debenture Holders, carried by a majority consisting of
not less than three-fourths of the persons voting there upon a show of hands or, if a poll is demanded by a
majority representing not less than three-fourths in value of the votes cast on such poll, provided that
nothing in such consent or resolution shall be operative against the Issuer where such consent or resolution
modifies or varies the terms and conditions of the Debentures, if the same are not accepted in writing by the
Issuer.
Modification of Debentures/Information Memorandum
The Registrar and the Issuer may agree, without the consent of the Debenture Holder(s) to:
1. any modification to the Debentures, which is not prejudicial to the interest of the Debenture
Holder(s); and
2. any modification of this Information Memorandum which is a manifest or proven error or is in
violation of any provision of law.
Right to Accept or Reject Applications
The Board reserves its full, unqualified and absolute right to accept or reject any application for subscription
to the Debentures, in part or in full, without assigning any reason thereof.
The rejected applicants will be intimated along with the refund warrant, if applicable, to be sent. Interest on
application money will be paid from the date of realisation of the cheque(s)/ demand drafts(s) till one day
prior to the date of refund. The Application Forms that are not complete in all respects are liable to be
rejected and would not be paid any interest on the application money. Application would be liable to be
rejected on one or more technical grounds, including but not restricted to:
a. Number of Debentures applied for is less than the minimum application size;
b. Bank account details not given;
c. Details for issue of Debentures in electronic/ dematerialised form not given;
d. PAN/GIR and IT Circle/Ward/District not given;
e. In case of applications under Power of Attorney by limited companies, corporate bodies, etc. relevant
documents not submitted;
f. In the event, if any Debenture(s) applied for is/ are not allotted in full, the excess application monies of
such Debentures will be refunded, as may be permitted.
Depository Arrangements changes (if any)
The Issuer has appointed [Karvy Computershare Services Limited], as Registrar to the Issue. The Issuer has
made necessary depository arrangements with NSDL and CDSL for issue and holding of Debentures in
dematerialized form.
Investors can hold the debentures only in dematerialised form and deal with the same as per the provisions
of Depositories Act, 1996 as amended from time to time.
1. The Issuer and the Debenture Trustee will enter into a Debenture Trust Deed, inter alia, specifying the
rights, powers, authorities and obligations of the Issuer and the Debenture Trustee in respect of the
Debentures.
2. The Debenture Holder(s) shall, by signing the Application Form and without any further act or deed, be
deemed to have irrevocably given their consent to the Debenture Trustee or any of their agents or
authorized officials to do inter-alia all acts, deeds and things necessary in respect of or relating to the
security to be created for securing the Debentures being offered in terms of this Information
Memorandum and the Debenture Trust Deed.
3. All the rights and remedies of the Debenture Holder(s) shall vest in and shall be exercised by the
Debenture Trustee without having it referred to the Debenture Holder(s).
4. No Debenture Holder shall be entitled to proceed directly against the Issuer unless the Debenture
Trustee, having become so bound to proceed, fail to do so.
5. Any payment made by the Issuer to the Debenture Trustee on behalf of the Debenture Holder(s) shall
discharge the Issuer pro tanto to the Debenture Holder(s).
6. The Debenture Trustee will protect the interest of the Debenture Holder(s) in the event of ‘default’ by
the Issuer in regard to timely payment of interest and repayment of principal and they will take
necessary action at the cost of the Issuer.
Notices
All notices to the Debenture Holder(s) required to be given by the Issuer or the Debenture Trustee shall have
been given if (a) published in one English and one regional language daily newspaper in Mumbai, New Delhi,
Kolkata and Chennai and/or (b) sent either by registered post, by facsimile or by email to the original/ first
allottees of the Debenture(s), or as may be prescribed by applicable law.
All notice(s) to be given by the Debenture Holder(s) shall be sent by registered post or by hand delivery to
the Issuer or to such persons at such address as may be notified by the Issuer from time to time through
suitable communication.
Notice by the Issuer to the Debenture Holder(s) shall be deemed to have been effectively given, in the case of
(a) above, on the date on which the same has been published in all relevant newspapers as aforesaid and in
the case of (b) on the seventh day falling after the Issuer has dispatched the notice by registered post /
courier or twenty four hours after dispatch in the case of facsimile/email or at the time of delivery, in the
case of personal delivery, provided however that if both (a) and (b) have been carried out by the Issuer then
notice shall be deemed to have been effectively provided on the earlier of the aforesaid dates.
Joint-Holders
Where two or more persons are holders of any Debenture(s), they shall be deemed to hold the same as joint
tenants with benefits of survivorship subject to other provisions contained in the Articles of Association of
the Company.
Issue Procedure
Only eligible Investors as given hereunder may apply for the Debentures by completing the application form
in the prescribed format in BLOCK LETTERS in English as per the instructions contained therein.
The application should be for a minimum of 1 (one) Debenture (Rs. 10,00,000/-) and in multiples of 1 (one)
Debenture (Rs. 10,00,000-/-) thereafter.
No application can be made for a fraction of a Debenture. Application forms should be duly completed in all
respects and applications not completed in the said manner are liable to be rejected. The name of the
applicant’s bank, type of account and account number must be duly completed by the applicant. This is
required for the applicant’s own safety and these details will be printed on the refund orders and interest/
redemption warrants.
An application form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in
favour of the Issuer or otherwise as may be set out in the application form and crossed “Account Payee
Only”. Cheque(s) or demand draft(s) may be drawn on any bank including a co-operative bank, which is a
member or a sub-member of the bankers clearing house located at Mumbai. If permitted, the applicant may
transfer payments required to be made in relation to any by electronic transfer of funds/RTGS, to the bank
account of the Issuer as per details mentioned in the application form.
The applicant or in the case of an application in joint names, each of the applicant, should mention its
Permanent Account Number (PAN) allotted under the Income-tax Act, 1961. As per the provision of Section
139A(5A) of the Income Tax Act, PAN needs to be mentioned on the TDS certificates. Hence, the investor
should mention his PAN if the investor does not submit Form 15G/15AA/other evidence, as the case may be
for non-deduction of tax at source. In case the PAN has not been allotted, the applicant shall mention
“Applied for” and in case the applicant is not assessed to income tax, the applicant shall mention ‘Not
Applicable’ (stating reasons for non applicability) in the appropriate box provided for the purpose.
Application Forms without this information will be considered incomplete and are liable to be rejected. In
case of failure to furnish PAN Number, tax at source will be deductible at the applicable rate.
Applications may be made in single or joint names (not exceeding three). In the case of joint applications, all
payments will be made out in favour of the first applicant. All communications will be addressed to the first
named applicant whose name appears in the Application Form at the address mentioned therein.
Application Procedure
Potential Investors will be invited to subscribe by way of Application Form whose format prescribed in the
Information Memorandum during the period between the issue opening date and the issue closing date
(both dates inclusive). The Company reserves the right to close the issue at the earlier date on the issue
being fully subscribed.
Fictitious Application: As a matter of abundant caution and although not applicable in the case of
debentures, attention of applicants is specially drawn to the provisions of subsection (1) of Section 68A of
the Act “Any person who: (a) makes in a fictitious name an application to a company for acquiring, or
subscribing for, any shares therein, or (b) otherwise induces a company to allot, or register any transfer of,
shares therein, to him, or any other person in a fictitious name, shall be punishable with imprisonment for a
term which may extend to five years”.
Basis of Allotment
Notwithstanding anything stated elsewhere, Issuer reserves the right to accept or reject any application, in
part or in full, without assigning any reason. Subject to the aforesaid, in case of over subscription, priority
will be given to Investors on a first cum first serve basis. The investors will be required to remit the funds as
well as submit the duly completed Application Form along with other necessary documents to Issuer by the
Deemed date of allotment.
Deemed Date of allotment for the issue is 28 by which date Investors would be intimated of allotment.
Payment Instructions
Application form along with cheque(s)/drafts favouring “Religare Enterprises Limited.”, crossed Account
Payee only should be tendered through the Lead Arranger. The entire application amount is payable on the
application. Applicants can alternatively, remit the application amount through RTGS on March [●], 2013.
The RTGS details of Issuer are as under:
IFSC Code: HDFC0000003
Bank Account No.: 00030340025483
Bank: HDFC BANK LTD
Branch: SURYA KIRAN BUILDING,KG MARG,NEW DELHI
Eligible Investors
Nothing in this Information Memorandum shall constitute and/or deem to constitute an offer or an
invitation to an offer, to be made to the public or any section thereof through this Information
Memorandum and this Information Memorandum and its contents should not be construed to be a
prospectus under the Act. The Issue is a domestic issue and is being made in India only.
This Information Memorandum and the contents hereof are restricted for only the intended recipient(s)
who have been addressed directly through a communication by the Company and only such recipients are
eligible to apply for the Debentures. The categories of investors eligible to subscribe to the Debentures in
this Issue, when addressed directly, are:
(a) Banks and Financial Institutions;
(b) Public Financial Institutions (as defined under Section 4A of the Act);
(c) Non Banking Financial Companies;
(d) Provident Fund Trust
(e) Companies;
(f) Mutual Funds;
(g) Insurance Companies; and
(h) any other eligible investor who are authorized to invest in the debentures.
All investors are required to comply with the relevant regulations/ guidelines applicable to them for
investing in this issue of Debentures.
Depository Arrangements
The Issuer shall make necessary depository arrangements with CDSL and NSDL for issue and holding of
Debentures in dematerialised form.
List of Beneficiaries
The Issuer shall request the Depositories to provide a list of Beneficiaries as at the end of the relevant
Record Date. This shall be the list, which will be used for payments of interest or repayment of redemption
monies, as the case may be.
Applications under Power of Attorney
A certified true copy of the power of attorney or the relevant authority as the case may be along with the
names and specimen signature(s) of all the authorized signatories and the tax exemption certificate/
document, if any, must be lodged along with the submission of the completed application form. Further
modifications/ additions in the power of attorney or authority should be notified to the Issuer or to its
agents or to such other person(s) at such other address(es) as may be specified by the Issuer from time to
time through a suitable communication.
In case of an application made by companies under a power of attorney or resolution or authority, a
certified true copy thereof along with memorandum and articles of association and/ or bye-laws along with
other constitution documents must be attached to the application form at the time of making the
application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject any
application in whole or in part and in either case without assigning any reason thereto. Names and specimen
signatures of all the authorized signatories must also be lodged along with the submission of the completed
application.
Procedure for applications by Mutual Funds and Multiple Applications
In case of applications by mutual funds and venture capital funds, a separate application must be made in
respect of each scheme of an Indian mutual fund/ venture capital fund registered with the SEBI and such
applications will not be treated as multiple applications, provided that the application made by the asset
management company/ trustee/ custodian clearly indicates their intention as to the scheme for which the
application has been made.
The applications forms duly filled shall clearly indicate the name of the concerned scheme for which
application is being made and must be accompanied by certified true copies of
• SEBI registration certificate
• Resolution authorizing investment and containing operating instructions
• Specimen Signature of authorized signatories
Documents to be provided by Investors
Investors need to submit the following documentation, as applicable
• Memorandum and Articles of Association / Documents Governing Constitution
• Resolution authorizing investment
• Government notification/ Certificate of incorporation
• Certified true copy of the Power of Attorney
• Specimen signatures of the authorised signatories duly certified by an appropriate authority
• SEBI Registration Certificate (for Mutual Funds)
• Copy of PAN Card to be submitted
• Form 15AA granting exemption from TDS on interest
• Form 15H for claiming exemption from TDS on interest on application money, if any.
• Order u/s197 of Income Tax Act, 1961
• Order u/s10 of Income Tax Act, 1961
• Application form (including RTGS details)
Note: Participation by potential investors in the issue may be subject to statutory and/or regulatory
requirements applicable to them in connection with subscription to Indian securities by such categories of
persons or entities. Applicants are advised to peruse the Debenture Trust Deed and further ensure that
they comply with all regulatory requirements applicable to them, including exchange controls and other
requirements. Applicants ought to seek independent legal and regulatory advice in relation to the laws
applicable to them.
Applications to be accompanied with bank account details
Every application shall be required to be accompanied by the bank account details of the applicant and the
magnetic ink character reader code of the bank for the purpose of availing direct credit of interest and all
other amounts payable to the Debenture Holder(s) through electronic transfer of funds or RTGS.
Succession
In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the executor or
administrator of the concerned Debenture Holder(s), or the other legal representative as having title to the
Debenture(s). The Issuer shall not be bound to recognize such executor or administrator or other legal
representative as having title to the Debenture(s), unless such executor or administrator obtains probate or
letter of administration or other legal representation, as the case may be, from a court in India having
jurisdiction over the matter.
The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of
administration or other legal representation, in order to recognize such holder as being entitled to the
Debenture(s) standing in the name of the concerned Debenture Holder on production of sufficient
documentary proof or indemnity.
Nomination
In the event of, however, a deceased Debentureholder having nominated any person entitled to be
registered as the Debentureholder in the event of his death, such nominee shall be registered as the
Debentureholder in place of the deceased Debentureholder, notwithstanding anything contained in any
other law for the time being in force.
Mode of Payment
All payments must be made through cheque(s)/draft(s)/transfers/RTGS as set out in the application form.
Applicants are requested to write their names and application serial number on the reverse of the
instruments by which the payments are made. All applicants are requested to tick the relevant column
“Category of Investor” in the Application Form.
Effect of Holidays
Should any of the dates defined above or elsewhere in this Information Memorandum other than the
Deemed Date of Allotment, is not a Business Day, the next Business Day shall be considered as the effective
date(s). In case Record Date / book closure date falls on a day which is not a Business Day, the day prior
which is a Business Day shall be the Record Date / book closure date.
Payment of Interest
Interest for each of the interest periods shall be computed on an actual/actual days a year basis on the
principal outstanding on the Debentures at the Coupon Rate.
Tax Deduction at Source
(a) In the event the Company is required to make a tax deduction, the Company shall make the payment
required in connection with that tax deduction within the time allowed and in the minimum amount
required by applicable law.
(b) The Issuer shall within the applicable statutory period after the due date of payment of any tax or other
amount which it is required to pay, deliver to the Debenture Trustee evidence of such deduction,
withholding or payment and of the remittance thereof to the relevant taxing or other authority.
Letters of Allotment
The Debentures will be credited in dematerialised form within the time period specified in the Debt Listing
Agreement entered into between the Stock Exchange and the Issuer.
Deemed Date of Allotment
All the benefits under the Debentures, including but not limited to the payment of interest, will accrue to
the Investor from the specified Deemed Date of Allotment. The Deemed Date of Allotment for the Issue is
March 28, 2013.
Refunds
For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched
within the applicable statutory period from the Deemed Date of Allotment.
In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the
application money relating to the Debentures in respect of which allotments have been made, the Registrar
shall upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of
such excess, if any and no interest shall be paid on such refund amount.
PAN Number
Every applicant should mention its Permanent Account Number (PAN) allotted under Income Tax Act, 1961,
on the Application Form and attach a self attested copy as evidence. Application forms without PAN will be
considered incomplete and are liable to be rejected.
Payment on Redemption
Payment on redemption will be made by way of cheque(s)/ redemption warrant(s)/ demand draft(s)/ credit
through RTGS system/ funds transfer in the name of Debenture Holder(s) whose names appear on the List of
Beneficial Owners given by the Depository to the Company as on the Record Date. Payment shall be made
by the Issuer in the form of cheques payable at par at such places as the Issuer may deem fit. In case cheque
“payable at par” facility is not available at any place of payment, the Issuer shall have the right to adopt any
other suitable mode of payment.
The Debentures shall be taken as discharged on payment of the redemption amount by the Company on
maturity to the registered Debenture Holder(s) whose name appears in the Register of Debenture Holder(s)
on the Record Date. Such payment will be a legal discharge of the liability of the Company towards the
Debenture Holder(s). On such payment being made, the Company will inform NSDL/CDSL and accordingly
the account of the Debenture Holder(s) with NSDL /CDSL will be adjusted.
The Company’s liability to the Debenture Holder(s) towards all their rights including for payment or
otherwise shall cease and stand extinguished post redemption and payment thereof, in all events.
Further the Company will not be liable to pay any interest or compensation up on redemption.
On the Company dispatching the amount as specified above in respect of the Debentures, the liability of the
Company shall stand extinguished.
Payments of any amounts in relation to the Debentures, in the form of principal, interest or otherwise by
the Issuer to the Debenture Trustee on behalf of the Debentureholders shall be deemed to be pro tanto
payment and satisfaction to the Debentureholders.
DECLARATION
We declare that all the relevant provisions of the Regulations/Guidelines issued by SEBI and other applicable law
have been complied with and no statement made in this Information Memorandum is contrary to the provisions of
the Regulations/Guidelines issued by SEBI and other applicable law, as the case may be.
Signed for and on behalf of
Religare Enterprises Limited
Sudhakar Shetty
Company Sceretary
Date: March 26, 2013
Place: New Delhi
ANNEXURE 1: TERMSHEET
Security Name Zero Coupon Secured Rated Listed NCD issue of Religare Enterprises Limited
Issuer Religare Enterprises Limited (“REL”)
Type of
Instrument
Secured Redeemable Non Convertible Debentures
Nature of
Instrument
Secured
Seniority Pari Passu with other chargeholders.
Mode of Issue Private Placement
Eligible Investor s (a) Banks and Financial Institutions;
(b) Public Financial Institutions (as defined under Section 4A of the Act);
(c) Non Banking Financial Companies;
(d) Provident Fund Trust;
(e) Companies;
(f) Mutual Funds;
(g) Foreign Institutional Investors (FIIs);
(h) Insurance Companies; and
(i) any other eligible investor who are authorized to invest in the debentures. There are no
negative list of Investors.
Listing (including
name of the stock
exchange (s)
where it will be
listed and
timeline for
listing
Listed on the WDM segment of BSE Limited.
The Debentures shall be listed on the Stock Exchange within 15 (fifteen) days from the Deemed Date
of Allotment.
Rating IND AA- Outlook Negative by India Ratings & Research Private Limited
Issue Size Up to Rs. 300 crores including Green Shoe option of Rs. 150 crores.
Option to retain
oversubscription
amount
Not Applicable
Utilization of
Issue Proceeds
For general corporate purposes, including but not limited to repayment of existing debt and
investing in subsidiaries / group companies.
Coupon Rate Nil
Yield As per Transaction Documents
Step up/Step
down Coupon
rate
Not Applicable
Coupon Payment
Frequency Not Applicable
Coupon type Not Applicable
Coupon Reset
Process Not Applicable
Interest
Calculation
Interest for each of the interest periods shall be calculated, on 'actual/ actual' basis, on the face
value of principal outstanding on the Debentures at the coupon rate rounded off to the nearest
Rupee.
Interest on
Application
Money
Interest on application money will be paid to investors at Yield from the date of realization of
subscription money up to one day prior to the Deemed Date of Allotment. Such interest shall be
payable within seven Business Days from the Deemed Date of Allotment.
Default Interest As per Transaction Documents
Delay in Listing As per Transaction Documents
Tenor As per Transaction Documents
Redemption Date
(s)
Means the (a) Scheduled Redemption Date or (b) an Early Redemption Date
Scheduled
Redemption Date
As per Transaction Documents
Redemption
Amount
The Debenture shall be redeemed in full along with Redemption Premium on the Redemption Date
along with Break Costs, Interest, Default Interest, as may be applicable
Issue Price Rs. 1,000,000 per Debenture
Discount at which
security is issued
and the effective
yield as a result of
such discount
As per Transaction Document
Put Option Date NA
Put Option Price NA
Call Option Date NA
Call Option Price NA
Put Notification
Time
NA
Call Notification
Time
NA
Face Value Rs. 1,000,000 per Debenture
Minimum
Application Size 1 Debenture
Issuance Mode Dematerialized
Trading WDM Segment of BSE
Settlement Payment of interest and principal will be made by the way of cheque(s)/ interest warrant(s)/demand
draft (s) / credit through RTGS system.
Issue of
Debentures
The Issuer will issue the Debentures / Letters of Allotment in dematerialized form within two
business days from the Deemed Date of Allotment
Business Day
Convention
Should any of the dates defined above or elsewhere in this Information Memorandum other than
the Deemed Date of Allotment, fall on a Sunday or a public holiday or is not a Business Day, the
succeeding Business Day shall be considered as the effective date(s). In case of Record Date / book
closure or a date on which any action is to be taken or payment to be made in accordance with the
Transaction Documents date falls on a day which is not a Business Day, the Business Day preceding
such non-Business Day shall be such date.
Record Date 15 days prior to each Redemption/Interest Payment Date
Security
a) A first pari passu charge over immovable property of Religare Enterprises Limited in Gujarat.
b) A pledge over 3,11,50,000 equity shares of RGAM Corporation Pvt. Ltd.
Provided that, during the subsistence of the Debentures, the Company shall, at all times upon giving
prior intimation to the Trustees, have the right to provide alternate security in lieu of existing
security (as at the time of exercising such right) already created for the Debentures, subject to the
Company maintaining the required security cover, throughout the tenor of the Debentures, and
subject to such other terms and conditions as may be stipulated in the Transaction Documents. In
the event, the Company exercises the right to provide alternate security, the Trustee shall thereafter
release/exclude such part of existing security (as at the time of exercising such right) for which such
alternative security has been provided by the Company, subject to the required security cover being
maintained.
Transaction
Documents
The terms of the issue of the Debentures shall be as per the terms to be set out in greater detail in
the following documents:
• Debenture Trust Deed;
• Debenture Trustee Agreement;
• Information Memorandum;
• RGAM Share Pledge Deed;
• Any other document that may be considered necessary or desirable by the Debenture Trustee in
connection with the issue of the Debentures.
Debenture
Trustee
Axis Trustee Services Limited
Final Redemption
Date
March 28, 2013
Depository NSDL /CDSL
Governing law
and Jurisdiction
Indian law, non-exclusive jurisdiction of Delhi courts
ISSUE OPEN DATE* March 28, 2013
ISSUE CLOSING DATE* March 28, 2013
PAY IN DATE* March 28, 2013
DEEMED DATE OF ALLOTMENT * March 28, 2013
*The Company reserves the right to change the issue program and also accept or reject any application in part or in
full without assigning any reason.
ANNEXURE 2:
CREDIT RATING LETTER FROM INDIA RATINGS & RESEARCH PRIVATE LIMITED
ANNEXURE 3: CONSENT LETTER FROM DEBENTURE TRUSTEE
ANNEXURE 4: APPLICATION FORM
Application No: ___ Date: _________
Religare Enterprises Limited
Registered Office: D3, P3B, District Centre, Saket, New Delhi - 110017
Dear Sir
Having read and understood the contents of the Information Memorandum dated [●], we apply for allotment of Non-
Convertible Debentures (“NCDs”) to us. The amount payable on application as shown below is remitted herewith. On
allotment, please place our name(s) on the Register of Debenture Holder(s). We bind ourselves to the terms and
conditions as contained in the Information Memorandum.
(Please read carefully the instructions on the next page before filling this form)
No. of Debentures Applied for No. in Figures No. in Words
Amount (Rs) in figures:
Amount (Rs) in words:
Cheque/ Demand Draft/ RTGS Details
Date Drawn on Bank
Applicant’s Name & Address in full (please use capital letters)
Pin Code:
Telephone: Fax: Email:
Status: Banking Company ( ) Insurance Company ( ) Others specify
Name of Authorized Signatory Designation Signatures
Details of Bank Account
Bank Name & Branch
Nature of Account
Account No.:
IFSC/NEFT Code
Depository Details
DP Name
DP ID Client ID
(*) We understand that in case of allotment of debentures to us/our Beneficiary Account as mentioned above would
be credited to the extent of debentures allotted.
Taxpayers PAN / GIR No. IT Circle/Ward/District ( ) Not Allotted
Tax Deduction Status ( ) Fully Exempt ( ) Tax to be deducted at Source ( ) Yes ( ) No
We hereby agree that we (i) are knowledgeable and experienced in financial and business matters, have expertise in
assessing credit, market and all other relevant risk and are capable of evaluating, and have evaluated, independently
the merits, risks and suitability of purchasing the Debentures; (ii) understand that the Company and the Lead
Arrangers have not provided, and will not provide, any material or other information regarding the Debentures,
except as included in the Information Memorandum, (iii) have not requested the Lead Arrangers or the Company to
provide it with any such material or other information, (iv) have not relied on any investigation that the Lead
Arrangers or any person acting on their behalf may have conducted with respect to the Debentures, (v) have made
our own investment decision regarding the Debentures based on our own knowledge (and information we have or
which is publicly available) with respect to the Debentures or the Company (vi) have had access to such information
as deemed necessary or appropriate in connection with purchase of the Debentures, (vii) are not relying upon, and
have not relied upon, any statement, representation or warranty made by any person, including, without limitation,
the Lead Arrangers or the Company, (viii) have not been barred from accessing the capital markets by the Securities
and Exchange Board of India or any other regulatory authority and (ix) understand that, by purchase or holding of the
Debentures, we are assuming and are capable of bearing the risk of loss that may occur with respect to the
Debentures, including the possibility that we may lose all or a substantial portion of our investment in the
Debentures, and we will not look to the Lead Arrangers for all or part of any such loss or losses that we may suffer.
____________________________________________(Tear here)_______________________
ACKNOWLEDGEMENT SLIP
Application No: _______ Date: ______
Received From _______________________________________________________________________
Rs. ___________________________/- By Cheque/ Demand Draft/ RTGS No _____________________
drawn on ______________________________________________ towards application for _________Debentures.
(Cheques/ Demand Drafts are subject to realisation.)
For all further correspondence please contact: Mr. Sudhakar Shetty, Tel: 91-11-3912-5000
INSTRUCTIONS
1. You must complete application in full in BLOCK LETTERS IN ENGLISH.
2. Your Signatures should be made in English or in any of the Indian languages
3. Application forms duly completed in all respects, together with high value Cheques/ Pay Order/ Demand Drafts
must be lodged at the Registered Office.
4. Payments through RTGS shall be made as follows:
Beneficiary : Religare Enterprises Limited
IFSC Code : HDFC0000003
Bank Account No. : 00030340025483
Bank : HDFC BANK LTD
Branch : SURYA KIRAN BUILDING,KG MARG,NEW DELHI
5. The Cheque(s)/Demand Draft(s) of high value clearing zone should be drawn in favour of "Religare Enterprises
Limited" and crossed "A/c payee" only. Cheque(s)/Demand draft(s) may be drawn on any scheduled bank and
payable at Mumbai.
6. Outstation cheques, cash, money orders, postal orders and stock invest will NOT be accepted.
7. As a matter of precaution against possible fraudulent encashment of interest warrants due to
loss/misplacement, you are requested to mention the full particulars of the bank account, as specified in the
application form.
8 Loss of interest cheques/refund cheques should be intimated to the Issuer along with request for duplicate
issue. The issue of duplicates in this regard shall be governed by applicable law and any other conditions as
may be prescribed by the Issuer.
9. Interest warrants will then be made out in favour of the bank for credit to your account. In case the full
particulars are not given, cheques will be issued in the name of the applicant at their own risk.
10. Mr. [●] in the “Acknowledgement Slip” appearing below the Application Form will acknowledge receipt of
applications. No separate receipt will be issued.
11. You should mention your Permanent Account Number or the GIR number allotted under Income- Tax Act,
1961 and the Income-Tax Circle/Ward/District. In case where neither the PAN nor GIR number has been
allotted, the fact of non-allotment should be mentioned in the application form in the space provided.
12. The application would be accepted as per the terms of the issue outlined in the Information Memorandum.